4 December 2012

Nigeria: Newswatch - Ekpu, Agbese, Others Want Ibrahim's Suit Dismissed

Photo: Leadership
Chairman of the Board of Directors of Newswatch magazine, Mr. Jimoh Ibrahim

The battle for the ownership of Newswatch magazine resumed yesterday at the Federal High Court in Lagos, with the four founding members of the magazine urging Justice Okon Abang to dismiss a suit filed by the magazine's Chairman, Mr. Jimoh Ibrahim.

They are insisting that the suit was nothing but an attempt to waste the time of the court.

Ibrahim had sued the founding members in conjunction with one of his companies, Global Media Mirror Limited, over the Share Purchase Agreement of Newswatch magazine.

But speaking through their lawyer, Adekunle Oyesanya (SAN), the founding members who are equally directors of the company-Ray Ekpu, Dan Agbese, Yakubu Mohammed and Soji Akinrinade, yesterday prayed the judge to dismiss the suit on the ground that the plaintiffs (Ibrahim and Global Media Mirrow) failed to disclose reasonable cause of action against them in the suit.

Lawyer to the plaintiffs, Adenrele Adegorioye, had asked the court to dismiss the preliminary objection filed by Ekpu and others to the suit.

He insisted that the founding directors lacked the power to declare trade dispute as contained in their letter to Ibrahim, because they are no longer owners of the company.

Adegorioye had argued that since Ekpu and other directors of Newswatch had resigned and sold the company, they no longer have the power and mandate to continue to act as directors or remain on the board of the company.

But Oyesanya faulted Adegorioye's position, insisting that the lawyer was confusing directorship with shareholding, adding: "You don't even need to own shares in a company to act as director."

On lack of reasonable cause of action, Adegorioye said the fact that Ekpu and others continue to act as directors after they resigned was enough cause of action to maintain the suit.

Ekpu and others were removed from the board of the company in October on the grounds of their alleged failure to comply with obligations incumbent upon them under the Share Purchase Agreement.

According to the suit, the plaintiffs averred that the said Share Purchase Agreement requires Ekpu and others to have "appropriate shares" to be on the board of the company.

The plaintiffs submitted further that Section 7.0 of the Share Purchase Agreement also provides that "Both parties agree that the founding members of the company retiring could take up appointments as consulting editors, up to a period of two years, or membership of the board, where appropriate".

The share acquisition by Ray Ekpu and others, according to the company, grossly fell short of both the requirement of Companies and Allied Matters Act (CAMA) and the provisions of the SPA, hence the decision of the company that they were not eligible to continue occupying the offices of directors on the board.

Meanwhile, Justice Abang adjourned the matter to December 7, for re-adoption of written arguments of the both the plaintiffs and the defendants.

The judge said in view of the fact that there were so many cases on his list, he would not entertain further arguments at the next adjourned date, but only pure adoption of written arguments.

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